WORKS CONTRACT FOR COATING REFURBISHMENT OF MAINLINE IN WASHALA-MANAMD SECTION OF BPCL MMBPL

BHARAT PETROLEUM CORPORATION LIMITED

(To be executed on plain paper and applicable for all tenders of value above Rs. 1 crore)

Bharat Petroleum Corporation Limited (BPCL) hereinafter referred to as "The Principal"

………………………………………………………………. hereinafter referred to as "The Bidder/ Contractor/

The Principal intends to award, under laid down organization procedures, contract/s for “Tender

No: ____________________” . The Principal values full compliance with all relevant laws and

regulations, and the principles of economic use of resources, and of fairness and transparency in

its relations with its Bidder(s), Contractor(s) and Supplier(s).

In order to achieve these goals, the Principal cooperates with the renowned international Non-

Governmental Organization "Transparency International" (TI). Following TI's national and

international experience, the Principal will appoint an Independent External Monitor who will

monitor the tender process and the execution of the contract for compliance with the principles

mentioned above.

Section 1 - Commitments of the Principal:

1. The Principal commits itself to take all measures necessary to prevent corruption and to

observe the following principles:

(a) No employee of the Principal, personally or through family members, will in connection

with the tender, or the execution of the contract, demand, take a promise for or accept, for

himself/ herself or third person, any material or immaterial benefit which he/ she is not

legally entitled to.

(b) The Principal will, during the tender process, treat all Bidders with equity and reason. The

Principal will, in particular, before and during the tender process, provide to all Bidders the

same information and will not provide to any Bidder confidential/ additional information

through which the Bidder could obtain an advantage in relation to the tender process or

the contract execution.

(c) The Principal will exclude from the process all known prejudiced persons.

2. If the Principal obtains information on the conduct of any of its employees which is a criminal

offence under the relevant Anti-Corruption Laws of India, or if there be a substantive suspicion

in this regard, the Principal will inform its Vigilance Office and in addition can initiate

disciplinary actions.

Section 2 - Commitments of the Bidder/ Contractor/ Supplier:

1. The Bidder/ Contractor/ Supplier commit itself to take all measures necessary to prevent

corruption. He commits himself to observe the following principles during his participation in

the tender process and during the contract execution.

(a) The Bidder/ Contractor/ Supplier will not, directly or through any other person or firm,

offer, promise or give to any of the Principal's employees involved in the tender process or

the execution of the contract or to any third person, any material or immaterial benefit

which he/ she is not legally entitled to, in order to obtain in exchange, any advantage of any

kind whatsoever during the tender process or during the execution of the contract.

(b) The Bidder/ Contractor/ Supplier will not enter with other Bidders into any undisclosed

agreement or Understanding, whether formal or informal. This applies in particular to

prices, specifications, certifications, subsidiary contracts, submission or non-submission of

bids or any other actions to restrict competitiveness or to introduce cartelization in the

bidding process.

(c) The Bidder/ Contractor/ Supplier will not commit any offence under the relevant Anti-

Corruption Laws of India; further the Bidder/ Contractor/ Supplier will not use improperly,

for purposes of competition or personal gain, or pass on to others, any information or

document provided by the Principal as part of the business relationship, regarding plans,

technical proposals and business details, including information contained or transmitted

electronically.

(d) The Bidder/ Contractor/ Supplier will, when presenting his bid, disclose any and all

payments he has made, is committed to, or intends to make to agents, brokers or any other

intermediaries in connection with the award of the contract.

(e) The Bidder/Supplier/Contractor shall make sure that the terms of this integrity Pact are also

adopted by its sub-contractors, sub-sub-contractors etc, if any and submit such adoption

confirmation proof to the Principal.

2. The Bidder/ Contractor/ Supplier will not instigate third persons to commit offences outlined

above or be an accessory to such offences.

Section 3 - Disqualification from tender process and exclusion from future contracts:

If the Bidder, before contract award, has committed a transgression through a violation of Section

2 or in any other form such as to put his reliability or credibility as Bidder into question, the Principal

is entitled to disqualify the Bidder from the tender process or to terminate the contract, if already

signed, for such reason.

1. If the Bidder/ Contractor/ Supplier have committed a transgression through a violation of

Section 2 such as to put his reliability or credibility into question, the Principal is also entitled

to exclude the Bidder/ Contractor/ Supplier from future contract award processes. The

imposition and duration of the exclusion will be determined by the severity of the

transgression. The severity will be determined by the circumstances of the case, in particular

the number of transgressions, the position of the transgressors within the company hierarchy

of the Bidder and the amount of the damage. The exclusion will be imposed for a minimum of

6 months and maximum of 3 years.

2. A transgression is considered to have occurred if the Principal after due consideration of the

available evidences, concludes that no reasonable doubt is possible.

3. The Bidder accepts and undertakes to respect and uphold the Principal's absolute right to resort

to and impose such exclusion and further accepts and undertakes not to challenge or question

such exclusion on any ground, including the lack of any hearing before the decision to resort to

such exclusion is taken. This undertaking is given freely and after obtaining independent legal

4. If the Bidder/ Contractor/ Supplier can prove that he has restored/ recouped the damage

caused by him and has installed a suitable corruption prevention system, the Principal may

revoke the exclusion prematurely.

Section 4 - Compensation for Damages:

1. If the Principal has disqualified the Bidder from the tender process prior to the award according

to Section 3, the Principal is entitled to demand and recover from the Bidder liquidated

damages equivalent to Earnest Money Deposit/ Bid Security.

2. If the Principal has terminated the contract according to Section 3, or if the Principal is entitled

to terminate the contract according to Section 3, the Principal shall be entitled to demand and

recover from the Contractor/ Supplier liquidated damages equivalent to Security Deposit/

Performance Bank Guarantee.

3. The Bidder agrees and undertakes to pay the said amounts without protest or demur subject

only to condition that if the Bidder/ Contractor/Supplier can prove and establish that the

exclusion of the Bidder from the tender process or the termination of the contract after the

contract award has caused no damage or less damage than the amount of the liquidated

damages, the Bidder/ Contractor/ Supplier shall compensate the Principal only to the extent of

the damage in the amount proved.

Section 5 - Previous Transgression:

1. The Bidder declares that no previous transgression occurred in the last 3 years with any other

Company in any country conforming to the TI approach or with any other Public Sector

Enterprise in India that could justify his exclusion from the tender process.

2. If the Bidder makes incorrect statement on this subject, he can be disqualified from the tender

process or the contract, if already awarded, can be terminated for such reason.

Section 6 - Equal treatment of all Bidders/ Contractors/ Suppliers/ Subcontractors:

1. The Bidder/ Contractor/ Supplier undertake to demand from all subcontractors a commitment

in conformity with this Integrity Pact, and to submit it to the Principal before contract signing.

2. The Principal will enter into agreements with identical conditions as this one with all Bidders,

Contractors/ Suppliers and Subcontractors.

3. The Principal will disqualify from the tender process all Bidders who do not sign this Pact or

violate its provisions.

Section-7 Punitive Action against violating Bidders/ Contractors/ Suppliers/ Subcontractors:

If the Principal obtains knowledge of conduct of a Bidder, Contractor, Supplier or Subcontractor, or

of an employee or a representative or an associate of a Bidder, Contractor, Supplier or

Subcontractor which constitutes corruption, or if the Principal has substantive suspicion in this

regard, the Principal will inform the Vigilance Office.

Section-8 Independent External Monitors:

1. The CVC has appointed competent and credible Independent External Monitors for this Pact.

The task of the Monitor is to review independently and objectively, whether and to what extent

the parties comply with the obligations under this agreement.

2. The Monitor is not subject to instructions by the representatives of the parties and performs

his functions neutrally and independently. He reports to the Chairperson of the Board of the

3. The Bidder/ Contractor/ Supplier accepts that the Monitor has the right to access without

restriction to all Project documentation of the Principal including that provided by the Bidder/

Contractor/ Supplier. The Bidder/ Contractor/ Supplier will also grant the Monitor, upon his

request and demonstration of a valid interest, unrestricted and unconditional access to this

project documentation. The same is applicable to Subcontractors. The Monitor is under

contractual obligation to treat the information and documents of the Bidder/ Contractor/

Supplier/ Subcontractor with confidentially.

4. The Principal will provide to the Monitor sufficient information about all meetings among the

parties related to the Project provided such meetings could have an impact on the contractual

relations between the Principal and the Bidder/Contractor/Supplier. The parties offer to the

Monitor the option to participate in such meetings.

5. As soon as the Monitor notices, or believes to notice, a violation of this agreement, he will so

inform the Management of the Principal and request the Management to discontinue or heal

the violation, or to take other relevant action. The Monitor can in this regard submit non-

binding recommendation. Beyond this, the Monitor has no right to demand from the parties

that they act in a specific manner, refrain from action or tolerate action. However, the

Independent External Monitor shall give an opportunity to the Bidder/Contractor/Supplier to

present its case before making its recommendations to the Principal.

6. The Monitor will submit a written report to the Chairperson of the Board of the Principal within

8 to 10 weeks from the date of reference or intimation to him by the 'Principal' and, should the

occasion arise, submit proposals for correcting problematic situations.

7. If the Monitor has reported to the Chairperson of the Board a substantiated suspicion of an

offence under relevant Anti-Corruption Laws of India, and the Chairperson has not, within

reasonable time, taken visible action to proceed against such offence or reported it to the

Vigilance Office, the Monitor may also transmit this information directly to the Central Vigilance

Commissioner, Government of India.

8. The word 'Monitor' would include both singular and plural.

Section-9 Pact Duration:

This Pact begins when both parties have legally signed it. It expires for the Contractor/ Supplier 12-

months after the last payment under the respective contract, and for all other Bidders 6 months

after the contract has been awarded.

If any claim is made/ lodged during this time, the same shall be binding and continue to be valid

despite the lapse of this pact as specified above, unless it is discharged/ determined by Chairperson

of the Principal.

Section-10 Other Provisions:

1. This agreement is subject to Indian Law. Place of performance and jurisdiction is the Registered

Office of the Principal, i.e. Mumbai. The Arbitration clause provided in the main tender

document/ contract shall not be applicable for any issue / dispute arising under Integrity Pact.

2. Changes and supplements as well as termination notices need to be made in writing. Side

agreements have not been made.

3. If the Bidder/Contractor/Supplier is a partnership or a consortium, this agreement must be

signed by all partners or consortium members.

4. Should one or several provisions of this agreement turn out to be invalid, the remainder of this

agreement remains valid. In this case, the parties will strive to come to an agreement to their

original intentions.

5. If any Bidder/Contractor/Supplier entering into Integrity Pact, aggrieved by any decision/action

of the Principal, shall approach the IEMs and await their decision before pursuing any other

remedy available to him in law.

namit Digitally

chittoria namit chittoria

For the Principal for the Bidder/ Contractor/ Supplier

(Signature/ Name/ Address)

(Signature/ Name/ Address)